Execution Version GOVERNANCE AGREEMENT
This
GOVERNANCE
AGREEMENT
(this
“Agreement”)
is
made as of February 12, 2008 (the “Effective
Date”),
by
and among U.S. Energy Systems, Inc., a Delaware corporation (the “Company”),
US
Energy Overseas Investments LLC, a Delaware limited liability company
(“USE
Overseas”),
and
GBGH, LLC, a Delaware limited liability company (“GBGH”;
together with USE Overseas and the Company, the “Companies”),
Xxxxxx Energy LLC, a Delaware limited liability company (“Xxxxxx
Energy”),
Xxxxxxx X. Xxxxxxxxx, in his capacity as a Class 1 Director of the Company,
Xxxxxx X. Xxxxxxxx, in his capacity as a Class 2 Director of the Company
(Messrs. Augustine and Xxxxxxxx being collectively referred to as the
“Management
Directors”),
Xxxxx
Xxxx, in his capacity as a nominee to be a Class 1 Director of the Company,
Xxxxxxx X. Xxxxxx, in his capacity as a Class 2 Director of the Company, Xxxxxxx
X. Xxxxxxx, in his capacity as a nominee to be a Class 3 Director of the Company
(Messrs. Levy, Xxxxxx and Xxxxxxx being collectively referred to as the
“Incumbent
Directors”),
Xxxxx
Xxxxx, in his capacity as a nominee to be a Class 1 Director of the Company,
Xxxxxx Xxxxxxxxxx, in his capacity as a nominee to be Class 2 Director of the
Company, and Xxxxxxxxx Xxxxxx, in his capacity as a nominee to be a Class 3
Director of the Company (Messrs. Shung, Xxxxxxxxxx and Xxxxxx being collectively
referred to as the “Xxxxxx Directors”).
Each
of the Companies, Xxxxxx Energy, each Management Director, each Incumbent
Director and each Xxxxxx Director are referred to herein individually as a
“Party”
and
collectively as the “Parties”.
The
Companies and Xxxxxx Energy are referred to herein individually as a
“Corporate
Party”
and
collectively as the “Corporate
Parties”.
The
Incumbent Directors and the Xxxxxx Directors are referred to herein individually
as a “Director
Party”
and
collectively as the “Director
Parties”.
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RECITALS
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WHEREAS,
Xxxxxx
Energy, together with its “affiliates” (within the meaning of Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended (“Affiliates”)),
owns
approximately 17.4 percent of the outstanding shares of common stock of the
Company and is the largest single shareholder of the Company; and
WHEREAS,
on
January 9, 2008, the Companies filed voluntary petitions for relief under
chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the
“Bankruptcy
Code”)
in the
United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy
Court”),
jointly administered under Chapter 11 Case No. 08-10054 (RDD) (the “Chapter
11 Cases”);
and
WHEREAS,
Xxxxx
X. Xxxxx, former Chairman of the Board and Chief Executive Officer of the
Company (“Xx.
Xxxxx”),
and
Xxxxxx Energy each have instituted separate proceedings in the Court of Chancery
of the State of Delaware (the “Chancery
Court”)
seeking, among other things, to convene, in the case of Xx. Xxxxx, a special
meeting of stockholders of the Company, and in the case of Xxxxxx Energy, an
annual meeting of stockholders of the Company; and
WHEREAS,
the
Company has instituted proceedings in the Bankruptcy Court seeking to enjoin
the
special meeting of stockholders ordered by the Chancery Court and to enjoin
the
proceedings brought by Xx. Xxxxx and by Xxxxxx Energy in the Chancery Court,
and
Xxxxxx Energy has petitioned the Office of the United States Trustee to appoint
an official committee of equity securityholders in the Chapter 11 Cases; and
WHEREAS,
the
disputes regarding corporate governance are diverting management time and the
Company’s resources from the urgent requirement to effect the reorganization of
the Companies in the Chapter 11 Case and the management of the businesses and
assets of the Companies; and
WHEREAS,
the
Companies and Xxxxxx Energy agree that it would be in the best interests of
the
Company and all of its stockholders for the Xxxxxx Directors, who have been
nominated by Xxxxxx Energy, to participate in the deliberations and decisions
of
the Board of Directors of the Company; and
WHEREAS,
the
Companies and Xxxxxx Energy further agree that the Company should convene an
annual meeting of stockholders as soon as practicable following (i) confirmation
and substantial consummation of Chapter 11 plans for the Companies and (ii)
the
filing by the Company of its Annual Report on Form 10-K for the year ended
December 31, 2007 with the Securities and Exchange Commission (“SEC”),
including financial statements required by SEC regulations, with all
directorships eligible for election to their respective terms at such annual
meeting; and
WHEREAS,
the
Parties acknowledge and agree that Xxxxxx Energy has made a substantial
contribution to the Chapter 11 Cases in connection with this Agreement and
related matters; and.
WHEREAS,
the
Companies and Xxxxxx Energy agree that as soon as practicable following the
Effective Date, the Companies shall file a motion with the Bankruptcy Court
in
the Chapter 11 Cases for entry of an order (the “Approval
Order”)
approving the Companies’ entry into and performance of their respective
obligations under this Agreement, the withdrawal by Xxxxxx Energy of any pending
litigation and forbearance from further litigation in the Chancery Court to
compel the Company to convene a meeting of stockholders, and enjoining any
other
pending or future litigation in the Chancery Court for such purpose, with the
date the Bankruptcy Court enters the Approval Order defined herein as the
“Implementation
Date”;
and
WHEREAS,
the
Parties agree that further actions to implement the purposes of this Agreement
shall be taken if the Implementation Date does not occur on or before February
25, 2008, or such later date as the Corporate Parties may agree in writing
(the
“Implementation
Deadline”);
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AGREEMENT
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NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and agreements herein
set
forth, and for other good and valuable consideration, the receipt and
sufficiency of the Parties hereby acknowledge, the Parties hereby agree as
follows:
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1.
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Settlement
of Proceedings.
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(a)
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Standstill
of Litigation Between Corporate Parties.
The Corporate Parties agree that until the earlier to occur of (i)
the
Implementation Date or (ii) the Implementation Deadline, no further
action
will be taken in either of the following proceedings:
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(i)
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Xxxxxx
Energy LLC v.
U.S.
Energy Systems, Inc. (Civil
Action No. 3487), in the Chancery Court (the “Xxxxxx
Energy Chancery Litigation”);
and
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(ii)
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U.S.
Energy Systems, Inc. x.
Xxxxx
X. Xxxxx and Xxxxxx Energy LLC (Adv.
Proc. No. 08-01043 (RDD), in the Bankruptcy Court (the “XXXX
Adversary Proceeding”).
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(b)
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No
Additional Proceedings.
The Parties agree until the earlier to occur of (i) the Implementation
Date or (ii) the Implementation Deadline, other than commencing any
proceeding to enforce this Agreement following a failure by a Party
to
perform its obligations under this Agreement, (i) no other litigation,
arbitration or other proceeding actions will be instituted by any
Party or
by any of its Affiliates in the Bankruptcy Court, the
Chancery Court or any other forum and (ii) Xxxxxx Energy shall request
that the Office of the United States Trustee continue to forbear
from
appointing an official committee of equity securityholders in the
Chapter
11 Cases.
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(c)
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Settlement
Negotiations with Xx. Xxxxx.
The Company is engaging in good faith negotiations with Xx. Xxxxx
with a
view to achieving a settlement of the action in the Chancery Court,
Xxxxx
X. Xxxxx v.
U.S.
Energy Systems, Inc. et al (Civil
Action No. 3271- CC) (the “Xxxxx
Chancery Litigation”),
and of an arbitration proceeding relating to the Company’s termination of
Xx. Xxxxx’x employment (the “Xxxxx
Employment Arbitration”).
The Board of Directors shall not take up for consideration the approval
of
any such settlement unless and until the Nakash Directors have been
elected to the Board of Directors as set forth in subsection 2(c)
of this
Agreement.
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(d)
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Actions
by Corporate Parties if Implementation Date
Occurs.
On or immediately after the Implementation Date occurs:
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(i)
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Xxxxxx
Energy and the Company shall file a stipulation to dismiss voluntarily
the
Xxxxxx Energy Chancery Litigation without prejudice;
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(ii)
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Xxxxxx
Energy shall file a petition with the Office of the United States
Trustee
to withdraw voluntarily its request for the appointment of an official
committee of equity securityholders in the Chapter 11 Cases;
and
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(iii)
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The
Companies shall file a motion to dismiss Xxxxxx Energy from the XXXX
Adversary Proceeding without prejudice.
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(e)
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No
Objection in Chapter 11 Cases.
Whether or not the Implementation Date occurs, and subject to the
election
of the Xxxxxx Directors as set forth in subsection 2(c), Xxxxxx Energy
agrees not to object in the Chapter 11 Cases to:
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(i)
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the
retention by the Company of Eckert, Seamans, Xxxxxx & Xxxxxxx, LLC as
Delaware counsel to the Company; and
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(ii)
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the
appointment of Xxxxxxxxx & Company, on an interim basis, as financial
adviser to the Company.
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2.
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Board
of Directors.
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(a)
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Resignation
of Directors.
The Company represents that prior to the Effective Date, Xxxxx Xxxxxxxxx
and Xxxxx Xxxxxxx have resigned as Directors of the Company.
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(b)
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Election
of Incumbent Directors and Resignations of Management
Directors.
Concurrently
with the execution and delivery of this Agreement, the Board of Directors
of the Company, composed of Xxxxxxx X. Xxxxxx and the Management
Directors, shall elect:
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(i)
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Xxxxx
Xxxx as a Class 1 Director, to fill the vacancy occasioned by the
resignation of Xx. Xxxxxxx; and
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(ii)
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Xxxxxxx
X. Xxxxxxx as a Class 3 Director, to fill the vacancy occasioned
by the
resignation of Xx. Xxxxxxxxx.
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3
After
the
election of Messrs. Levy and Xxxxxxx, the Management Directors shall immediately
resign as Directors of the Company
Messrs.
Feinstein, Strauss, Augustine and Xxxxxxxx, together with Xx. Xxxxxx X.
Xxxxxxxxx, who resigned as a Director of the Company on January 20, 2008, shall
each be hereinafter referred to as a “Retiring
Director”
and
collectively as the “Retiring
Directors”.
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(c)
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Election
of Xxxxxx Directors.
Concurrently with the execution and delivery of this Agreement and
immediately following the resignation of the Management Directors,
the
Board of Directors of the Company, composed of the Incumbent Directors,
shall elect:
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(i)
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Xxxxx
Xxxxx as a Class 1 Director, to fill the vacancy occasioned by the
resignation of Xx. Xxxxxxxxx;
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(ii)
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Xxxxxx
Xxxxxxxxxx as a Class 2 Director, to fill the vacancy occasioned
by the
resignation of Xx. Xxxxxxxx; and
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(iii)
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Xxxxxxxxx
Xxxxxx as a Class 3 Director, to fill the vacancy occasioned by the
resignation of Xxxx X. Xxxxxx in December 2006.
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(d)
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Term
of Directors.
The Parties agree that, notwithstanding any provision of the Certificate
of Incorporation or By-Laws of the Company to the contrary, the term
of
each Incumbent Director and of each Xxxxxx Director shall expire
at the
next annual meeting of stockholders consistent with section 223(c)
of the
General Corporation Law of the State of Delaware (the “Delaware
Corporation Law”).
The Parties further agree that the agenda for the next annual meeting
of
stockholders, consistent with Article Seventh of the Certificate
of
Incorporation, shall provide, among other things:
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(i)
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each
nominee to be a Class 2 Director shall, if elected, hold office until
the
annual meeting of stockholders in 2009, or until his successor is
duly
elected and qualified or his earlier death, retirement, resignation,
disqualification, or removal from office;
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(ii)
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each
nominee to be a Class 3 Director shall, if elected, hold office until
the
annual meeting of stockholders in 2010, or until his successor is
duly
elected and qualified or his earlier death, retirement, resignation,
disqualification, or removal from office;
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(iii)
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each
nominee to be a Class 1 Director shall, if elected, hold office until
the
annual meeting of stockholders in 2011, or until his successor is
duly
elected and qualified or his earlier death, retirement, resignation,
disqualification, or removal from office.
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Notwithstanding
the foregoing, the Parties agree that after the confirmation and
substantial consummation of Chapter 11 plans for each of the Companies
in
the Chapter 11 Cases, the Board of Directors may, by majority vote
of the
full Board as specified in Article Seventh, Part D of the Certificate
of
Incorporation of the Company, amend or repeal the provisions of Article
Seventh to modify or eliminate the classification of the Board of
Directors and provide, among other things, that all Directors shall
be
elected annually, in each case consistent with the requirements of
the
Delaware Corporation Law.
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(e)
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Chairman
of the Board of Directors.
Upon the resignation of Xx. Xxxxxxxxx, the Board of Directors shall
not
elect a successor as Chairman of the Board. After the Xxxxxx Directors
have been elected to the Board of Directors, the Board of Directors
may
choose to elect, or not
to elect, a new Chairman of the Board or Co-Chairmen of the Board.
Notwithstanding any provision of the By-Laws of the Company to the
contrary, neither the Chairman of the Board nor any Co-Chairman of
the
Board need be an officer or an employee of the Company. If the Board
of
Directors chooses to elect a Chairman of the Board or Co-Chairmen
of the
Board, such individual or individuals shall be entitled to exercise
such
powers as may be delegated under the By-Laws, as the same may be
amended
from time to time.
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(f)
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Composition
of the Board of Directors.
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(i)
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Until
the next annual meeting of stockholders, the Parties agree that the
number
of Directors which shall constitute the Board of Directors shall
be six,
unless changed by vote of the Board of Directors as specified in
subsection 2(f)(iv).
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(ii)
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Upon
the retirement, resignation, disqualification, removal or death of
any
Incumbent Director, the remaining Incumbent Directors shall have
the
right, or if there are no Incumbent Directors remaining to nominate
candidates, the management of the Company shall have the right, to
nominate a candidate, duly qualified to serve as a Director as specified
by the By-Laws of the Company, to fill such vacancy, and each Xxxxxx
Director agrees to elect such nominee of the Incumbent Directors
(or of
management of the Company) to fill such vacancy, whereupon the
newly-elected Director shall become an Incumbent Director for purposes
of
this Agreement.
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(iii)
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Upon
the retirement, resignation, disqualification, removal or death of
any
Xxxxxx Director, Xxxxxx Energy shall have the right to nominate a
candidate, duly qualified to serve as a Director as specified by
the
By-Laws of the Company, to fill such vacancy, and each remaining
Director
Party agrees to elect such nominee of Xxxxxx Energy to fill such
vacancy,
whereupon the newly-elected Director shall become a Xxxxxx Director
for
purposes of this Agreement.
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(iv)
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After
the Nakash Directors have been elected to the Board of Directors,
the
Board of Directors may choose to increase the number of Directors
consistent with the By-Laws; provided,
however,
the Parties agree that, notwithstanding any provision of the By-Laws
to
the contrary, (x) the affirmative vote of at least five out of the
six
Directors shall be required to increase the number of Directors from
six
to seven or eight, (y) the affirmative vote of at least six out of
the
seven Directors shall be required to increase the number of Directors
from
seven to eight, and (z) the number of Directors shall not exceed
eight.
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(v)
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In
the event the number of Directors is increased to eight as set forth
in
subsection 2(f)(iv), the Incumbent Directors shall nominate one candidate
duly qualified to serve as a Director under the By-Laws of the Company
and
Xxxxxx Energy shall nominate one candidate so duly qualified to serve
as a
Director, and each Director Party agrees to elect such nominees,
whereupon
the nominee of the Incumbent Directors shall become an Incumbent
Director
for purposes of this Agreement, the nominee of Xxxxxx Energy shall
become
a Xxxxxx Director for purposes of this Agreement, and each nominee
shall
execute and deliver an instrument to become a Director Party to this
Agreement. In the event the number of Directors is increased to seven,
the
affirmative vote of five out of the six Directors shall be required
to
select a nominee, who shall be duly qualified to serve as a Director
and
shall qualify as an “independent director” under the NASDAQ Marketplace
Rules and an “outside director” under section 162(m) of the Internal
Revenue Code eligible to serve on the Compensation Committee of the
Board
of Directors.
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(vi)
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Each
nominee to be elected as a Director under the foregoing provisions
of this
Section 2(f) shall, as a condition of becoming a Director of the
Company,
execute and deliver an instrument to become a Director Party to this
Agreement under which such newly elected Director agrees to be bound
by
all of the terms and conditions of this Agreement.
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(vii)
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At
each meeting of the Board of Directors or of any Committee of the
Board of
Directors, the Incumbent Directors, the Xxxxxx Directors and the
Company
shall be entitled to invite their respective counsel and other advisers
to
attend such meetings to render advice, subject to the authority of
the
Board of Directors or any such Committee to convene in executive
session
on such matters as it deems necessary or proper, and provided
that
the fees and expenses of such counsel or other advisers shall be
borne by
the respective Parties by whom they were engaged.
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(g)
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Composition
of Board Committees.
After the Xxxxxx Directors have been elected to the Board of Directors,
the membership of each Committee of the Board of Directors shall
be
considered vacant until the Incumbent Directors and the Xxxxxx Directors
designate members of each Committee pursuant to this subsection 2(g).
Notwithstanding any provisions of the By-Laws of the Company to the
contrary, each Committee of the Board of Directors shall at all times
be
composed of an equal number of Incumbent Directors and Xxxxxx Directors.
Each Director chosen to serve on a Committee shall have the independence
and qualifications required by the By-Laws and applicable laws and
regulations.
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(h)
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Governance
of Principal Subsidiaries of the Company.
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(i)
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The
Parties agree that the Company shall, on or immediately after the
Effective Date, reconstitute the board of directors of U.S. Energy
Biogas
Corp. (“USE
Biogas”)
to comprise two directors, notwithstanding any provisions of the
By-Laws
of USE Biogas to the contrary. One director of USE Biogas shall be
nominated by the Incumbent Directors and shall be either an Incumbent
Director or an officer of the Company or of USE Biogas, and the Parties
agree that the Company shall elect such nominee of the Incumbent
Directors
to be a director of USE Biogas. Upon the retirement, resignation,
disqualification, removal or death of the director of USE Biogas
nominated
by the Incumbent Directors, the remaining Incumbent Directors shall
have
the right to nominate a candidate who is either an Incumbent Director
or
an officer of the Company or of USE Biogas to fill such vacancy,
and the
Parties agree that the Company shall elect such nominee of the Incumbent
Directors to fill such vacancy on the USE Biogas board of directors.
The
other director of USE Biogas shall be nominated by Xxxxxx Energy
and shall
be a Xxxxxx Director, and the Parties agree that the Company shall
elect
such nominee of Xxxxxx Energy to be a director of USE Biogas. Upon
the
retirement, resignation, disqualification, removal or death of the
director of USE Biogas nominated by Xxxxxx Energy, Xxxxxx Energy
shall
have the right to nominate a candidate who is a Xxxxxx Director to
fill
such vacancy, and the Parties agree that the Company shall elect
such
nominee of Xxxxxx Energy to fill such vacancy on the USE Biogas board
of
directors.
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(ii)
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The
Parties agree that the Company shall, on or immediately after the
Effective Date, reconstitute the board of managers of USE Overseas
to
comprise two managers, notwithstanding any provisions of the limited
liability company agreement of USE Overseas to the contrary. One
manager
of USE Overseas shall be nominated by the Incumbent Directors and
shall be
either an Incumbent Director or an officer of the Company, and the
Parties
agree that the Company shall elect such nominee of the Incumbent
Directors
to be a manager of USE Overseas. Upon the retirement, resignation,
disqualification, removal or death of the manager of USE Overseas
nominated by the Incumbent Directors, the remaining Incumbent Directors
shall have the right to nominate a candidate who is either an Incumbent
Director or an officer of the Company to fill such vacancy, and the
Parties agree that the Company shall elect such nominee of the Incumbent
Directors to fill such vacancy on the USE Overseas board of managers.
The
other manager of USE Overseas shall be nominated by Xxxxxx Energy
and
shall be a Xxxxxx Director, and the Parties agree that the Company
shall
elect such nominee of Xxxxxx Energy to be a manager of USE Overseas.
Upon
the retirement, resignation, disqualification, removal or death of
the
manager of USE Overseas nominated by Xxxxxx Energy, Xxxxxx Energy
shall
have the right to nominate a candidate who is a Xxxxxx Director to
fill
such vacancy, and the Parties agree that the Company shall elect
such
nominee of Xxxxxx Energy to fill such vacancy on the USE Overseas
board of
managers.
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(iii)
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The
Parties agree that the Company shall, on or immediately after the
Effective Date, reconstitute the board of directors of GBGH. Two
of the
XXXX Directors that the Company has the right to elect to the board
of
directors of GBGH under its limited liability company agreement shall
be
nominated by the Incumbent Directors and in each case shall be either
an
Incumbent Director or an officer of the Company, and the Parties
agree
that the Company shall elect such nominees of the Incumbent Directors
to
be XXXX Directors of GBGH. Upon the retirement, resignation,
disqualification, removal or death of any XXXX Director of GBGH nominated
by the Incumbent Directors, the remaining Incumbent Directors shall
have
the right to nominate a candidate who is either an Incumbent Director
or
an officer of the Company to fill such vacancy, and the Parties agree
that
the Company shall elect such nominee of the Incumbent Directors to
fill
such vacancy as a XXXX Director of GBGH The other two XXXX Directors
that
the Company has the right to elect to the board of directors of GBGH
shall
be nominated by Xxxxxx Energy and in each case shall be a Xxxxxx
Director.
Upon the retirement, resignation, disqualification, removal or death
of
any XXXX Director of GBGH nominated by Xxxxxx Energy, Xxxxxx Energy
shall
have the right to nominate a candidate who is a Xxxxxx Director to
fill
such vacancy, and the Parties agree that the Company shall elect
such
nominee of Xxxxxx Energy to fill such vacancy as a XXXX Director
of
GBGH.
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(iv)
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The
Parties further agree that the board of directors of USE Biogas,
the board
of managers of USE Overseas, and the XXXX Directors of GBGH shall
be
directed to act only in accordance with the instructions of the Board
of
Directors of the Company, and shall be bound by the resolutions set
forth
in subsection 2(h). Failure to comply will entitle the Company to
remove
and to replace directors or managers not so complying in accordance
with
the provisions of this subsection 2(h).
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(v)
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Each
nominee to be elected as a director of USE Biogas, a manager of USE
Overseas or a XXXX Director of GBGH, as the case may be, under the
foregoing provisions of this subsection 2(h) shall, as a condition
of
becoming such a director or manager, execute
and deliver an instrument under which such newly elected director
or
manager agrees to be bound by all of the terms and conditions of
this
subsection 2(h).
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(i)
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Actions
Requiring Authorization by Boards.
Contemporaneously with the Effective Date, the Board of Directors
of the
Company and of USE Biogas and the Board of Managers of USE Overseas
shall
adopt, and the XXXX Directors of GBGH shall propose that the Board
of
Directors of GBGH adopt, resolutions specifying that the following
actions
require the express authorization of the Board of Directors of the
Company, subject in each case to section 303 of the Delaware Corporation
Law:
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(i)
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the
sale of any assets of any of the Companies or any of their respective
subsidiaries other than in the ordinary course of business;
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(ii)
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the
incurrence of any indebtedness or any other obligation (or any series
of
related indebtedness or obligations) by any of the Companies or any
of
their respective subsidiaries in an amount greater than $25,000 (other
than intercompany borrowing),
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(iii)
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any
agreement to issue or sell capital stock of any of the Companies
or of any
of their respective subsidiaries;
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(iv)
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any
restructuring or modification of the capitalization of any of the
Companies and their respective subsidiaries, including without limitation
indebtedness, or of the business of the Companies and their subsidiaries,
other than agreements with the lenders to the Companies and their
respective subsidiaries to extend waivers and forbearances from exercising
remedies and to use cash collateral;
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(v)
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any
encumbrance of any assets of any of the Companies or any of their
respective subsidiaries other than in the ordinary course of
business;
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(vi)
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except
as expressly otherwise provided herein, any settlement or compromise
of
any claims by or against any of the Companies or their respective
subsidiaries that are material to the Companies and their subsidiaries
taken as a whole or in an amount greater than $50,000;
|
|
|
||
|
|
(vii)
|
any
filing by any of the Companies in the Bankruptcy Court proposing
a plan of
reorganization or disclosure statement or any other filing by any
of the
Companies in the Bankruptcy Court proposing an action that requires
the
express authorization of the Board of Directors of the Company as
set
forth in this subsection 2(i);
|
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|
||
|
|
(viii)
|
the
appointment of any officer and the terms of employment of any such
officer;
|
|
|
||
|
|
(ix)
|
except
as expressly otherwise provided herein, any retention of professional
service firms or consultants and the terms of such retention, other
than
any engagement not exceeding 60 days at a cost not exceeding $20,000;
and
|
|
|
||
|
|
(x)
|
any
amendment or termination of a contract of any of the Companies or
any of
their respective subsidiaries material to the Companies and their
subsidiaries taken as a whole, or any other corporate action material
to
the Companies and their subsidiaries taken as a whole, whether or
not in
the ordinary course of business.
|
8
|
|
The
Parties agree that none of the respective
Boards shall repeal, amend or otherwise modify these resolutions;
provided,
however,
that the Parties agree that these resolutions may be so repealed,
amended
or otherwise modified, and the foregoing provisions of this subsection
2(i) may be amended, modified or waived, by resolution of the Board
of
Directors approved by a majority of the Incumbent Directors and a
majority
of the Xxxxxx Directors at a duly convened meeting, or by unanimous
written consent of all the Directors.
|
|
(j)
|
Resolution
of Board Deadlocks.
In the event the Board of Directors of the Company cannot take action
because it is evenly divided on a proposed action, the Board of Directors
may authorize the management of the Company to seek guidance from
the
Bankruptcy Court to resolve the deadlock, and the Parties agree that
all
determinations of the Bankruptcy Court in that connection shall be
binding.
|
|
|
|
|
(k)
|
No
Amendment of By-Laws as to Indemnification.
The Parties agree that the Board of Directors shall not repeal, amend
or
otherwise modify any provisions of the By-Laws of the Company or
the
Approval Order in respect of indemnification of directors and officers
and
their right to advancement of expenses, except to the extent that
such
amendment or modification does not diminish the rights of any indemnitee
or as required by law.
|
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|
(l)
|
Directors’
and Officers’ Insurance.
The Company shall carry and maintain, or cause to be carried and
maintained, directors’ and officers’ liability and indemnity insurance
coverage that is not less favorable, and in such amounts and with
such
other terms as are comparable to, insurance policies ELU 095413-06
and ELU
0954410-06, as the same have been renewed for 2007-2008 which are
currently carried by the Company, including, without limitation,
extension
of such coverage for the acts of former directors and officers, including
the Retiring Directors, and for service as directors or officers
of
subsidiaries of the Company.
|
|
3.
|
Meetings
of Stockholders.
|
|
|
|
||
|
|
(a)
|
Special
Meeting of Stockholders.
The Corporate Parties agree to use commercially reasonable efforts
to
continue to obtain the permission of the Chancery Court to adjourn
the
Special Meeting of Stockholders ordered by the Chancery Court in
the Xxxxx
Chancery Litigation until such time as the Company settles the Xxxxx
Chancery Litigation. In the event a settlement is not reached that
provides for the cancellation of the Special Meeting of Stockholders,
Xxxxxx Energy and the Director Parties, in their capacity as stockholders,
agree to support the Company’s request in the XXXX Adversary Proceeding
for an injunction against the conduct of the Special Meeting. In
the event
the Bankruptcy Court declines to issue such an injunction, Xxxxxx
Energy
and the Director Parties, in their capacity as stockholders, agree
to vote
the shares they own of the Company’s common stock at the Special Meeting
of Stockholders and at any adjournment or postponement thereof against
removal of any Directors. If no quorum is present at any time the
Special
Meeting of Stockholders is called to order, Xxxxxx Energy and the
Director
Parties further agree to vote the shares they own of the Company’s common
stock for adjournment of the Special Meeting until the date proposed
for
adjournment by resolution of the Board of Directors.
|
|
|
||
|
|
(b)
|
Annual
Meeting of Stockholders.
The Company and Xxxxxx Energy shall file a stipulation or other pleading
dismissing the Xxxxxx Energy Chancery Litigation without prejudice,
and
the Companies shall file a stipulation or other pleading dismissing
Xxxxxx
Energy from the XXXX Adversary Proceeding without prejudice, in each
case
on or immediately after the Implementation Date occurs. The Director
Parties agree not to convene, and the Corporate Parties
agree not to seek to convene, any special meeting of
stockholders. Except as provided in subsection 4(a), the Director
Parties
further agree not to convene, and the Corporate Parties further agree
not
to seek to convene, any annual meeting of stockholders until confirmation
and substantial consummation of Chapter 11 plans for the Companies
in the
Chapter 11 Cases (the “Post-Confirmation
Annual Meeting”).
The Parties further agree that the date for the Post-Confirmation
Annual
Meeting called by the Company shall not be fixed, and no notice for
any
such Post-Confirmation Annual Meeting shall be sent to stockholders,
until
the Company has filed its Annual Report on Form 10-K for the fiscal
year
ended December 31, 2007 with the SEC, including the financial statements
required by SEC regulations. The Parties also agree that the date
fixed by
the Board of Directors for the Post-Confirmation Annual Meeting shall
permit the Company to comply with SEC regulations for the solicitation
of
proxies in sending notice of the annual meeting to stockholders.
|
|
|
||
9
|
(c)
|
No
Other Stockholder Action.
Each Party agrees that, until the confirmation and substantial
consummation of Chapter 11 plans for each of the Companies in the
Chapter
11 Cases, neither it nor any of its Affiliates will, except as expressly
provided for in this Agreement, (i) seek the removal of any Director,
(ii)
solicit any consent from or communicate with, or seek to advise or
influence, any stockholder to convene a meeting of stockholders or
for the
approval of any stockholder proposals at any meeting of stockholders,
(iii) disclose to other stockholders or the public a plan or intention
inconsistent with the foregoing, or (iv) advise, assist, induce or
encourage, or enter into any discussions, negotiations, agreements
(including voting agreements) or arrangements with, any other person
with
respect to, or to do, any of the foregoing; provided
that
nothing in this paragraph shall prohibit communications among each
Party
and its Affiliates. Each Party agrees that it will be responsible
for any
breach of this provision by any person or entity it “controls” or is
“controlled” by (as such terms are defined by SEC Rule 12b-2);
provided,
however, that
for purposes of this subsection 3(c), none of the Companies shall
be
deemed an entity controlled by any Party in breach; and provided
further that
all Parties agree that the nomination by the Incumbent Directors
of any
Incumbent Director or by Xxxxxx Energy of any Xxxxxx Director does
not
create or constitute any presumption that such Director Party is
an
Affiliate of the Party nominating such Director Party.
|
|
|
|
|
(d)
|
Order
of the Bankruptcy Court.
Notwithstanding the foregoing provisions of this Section 3, the Parties
agree that if the Bankruptcy Court or any other court of competent
jurisdiction orders the Company or the Directors to convene a meeting
of
stockholders, any actions taken by the Company or the Directors to
convene
such a meeting of stockholders in compliance with the order of the
Bankruptcy Court or such other court of competent jurisdiction shall
not
constitute a breach of this Agreement.
|
|
4.
|
Further
Actions if Implementation Date Does Not Occur.
|
|
|
|
||
|
|
(a)
|
Annual
Meeting of Stockholders.
If the Bankruptcy Court fails to enter the Approval Order on or before
the
Implementation Deadline, notwithstanding the provisions of subsection
3(b), the Parties agree that the Board of Directors shall authorize
the
calling of an annual meeting of stockholders to be held under the
provisions of sections 211(c) and 223(c) of the Delaware Corporation
Law,
to take place as soon as practicable, but in no event later than
20 days
after the Implementation Deadline (the “211(c)
Annual Meeting”).
|
|
|
||
|
|
|
The
Company and Xxxxxx Energy shall file a stipulation in the Xxxxxx
Energy
Chancery Litigation directing the calling of the 211(c) Annual Meeting.
The Parties further agree that the sole purpose of the 211(c) Annual
Meeting shall be the election of Directors and no other business shall be proposed by any Party.
Xxxxxx Energy and
each Director Party hereby agrees, and may enter into a voting agreement
to confirm such agreement, in their capacity as stockholders, to
vote
their respective shares at the 211(c) Annual Meeting and at any
adjournment or postponement thereof for the election of each Incumbent
Director and each Xxxxxx Director, to serve until the Post-Confirmation
Annual Meeting. Xxxxxx Energy and each Director Party further agree
to
vote their respective shares at the 211(c) Annual Meeting and at
any
adjournment or postponement thereof against any other proposal except
for
the election of Directors. Xxxxxx Energy may terminate any voting
agreement with respect to the shares of the Company it has entered
into
with third parties, and shall terminate any such voting agreement
(to the
extent such agreement allows termination) if it conflicts with the
obligations of Xxxxxx Energy under this subsection 4(a).
|
10
|
(b)
|
Settlement
Actions After 211(c) Annual Meeting.
If the Incumbent Directors and the Xxxxxx Directors are elected at
the
211(c) Annual Meeting, on or immediately after the date on which
such
election takes place:
|
|
|
|
||
|
|
(i)
|
Xxxxxx
Energy and the Company shall file a stipulation to dismiss voluntarily
the
Xxxxxx Energy Chancery Litigation without prejudice;
|
|
|
||
|
|
(ii)
|
Xxxxxx
Energy shall file a petition with the Office of the United States
Trustee
to withdraw voluntarily its request for the appointment of an official
committee of equity securityholders in the Chapter 11 Cases;
and
|
|
|
||
|
|
(iii)
|
The
Companies shall file a motion to dismiss Xxxxxx Energy from the XXXX
Adversary Proceeding without prejudice.
|
|
|
Nothing
in this subsection 4(b) shall be construed as requiring any Corporate
Party to dismiss proceedings or other actions or to continue standstill
arrangements if the Incumbent Directors and the Xxxxxx Directors
are not
elected as Directors at the 211(c) Annual Meeting.
|
|
(c)
|
Corporate
Governance.
If the Incumbent Directors and the Xxxxxx Directors are elected at
the
211(c) Annual Meeting, on or immediately after the date on which
such
election takes place, the Parties agree that:
|
|
|
|
||
|
|
(i)
|
the
By-laws of the Company shall be amended to provide that the election
of
Directors upon the occurrence of any vacancies and the fixing of
the size
of the Board of Directors shall be conducted in accordance with subsection
2(f) until the confirmation and substantial consummation of Chapter
11
plans of the Companies in the Chapter 11 Cases; and
|
|
|
||
|
|
(ii)
|
the
Parties shall continue to observe the requirements of subsections
2(d)
through 2(l), and agree that the Company, USE Biogas and USE Overseas
shall adopt resolutions implementing these provisions and that the
XXXX
Directors of GBGH shall propose the adoption of resolutions implementing
these provisions.
|
|
|
||
|
(d)
|
Directors
Not Re-elected.
Notwithstanding anything in this Agreement to the contrary, if the
Incumbent Directors and the Xxxxxx Directors fail to be elected at
the
211(c) Annual Meeting, this Agreement shall terminate in all
respects.
|
|
|
|
||
11
|
5.
|
Termination
of Agreement.
|
||
|
|
|||
|
|
(a)
|
Termination
upon Confirmation and Substantial Consummation of Plan of
Reorganization.
Upon the confirmation and substantial consummation of Chapter 11 plans of
the Companies in the Chapter 11 Cases, subject to subsection 5(b)
this
Agreement may be terminated by either Corporate Party (notwithstanding
any
provision of this Agreement to the contrary) by written notice with
immediate effect without liability on the part of any Party
hereto.
|
|
|
|
|||
|
|
(b)
|
Effect
of Termination upon Confirmation and Substantial Consummation of
Plan of
Reorganization.
If this Agreement is terminated under subsection 5(a):
|
|
|
|
|||
|
|
|
(i)
|
the
provisions of Section 2 shall be of no further force and effect;
provided,
however, that
the provisions of subsections 2(k) (no
amendment of by-laws as to indemnification)
and 2(l) (directors’
and officers’ insurance)
shall remain in full force and effect until date of the election
of
Directors at the Post-Confirmation Annual Meeting;
|
|
|
|||
|
|
|
(ii)
|
the
provisions of subsection 3(c) (no
other stockholder action)
shall be of no further force and effect; provided,
however, that
in the event of any conflict between the continuing obligations of
the
Parties under subsection 3(b) (annual
meeting of stockholders)
and the release of obligations under subsection 3(c), the provisions
of
subsection 3(b) shall control until the election of Directors at
the
Post-Confirmation Annual Meeting; and
|
|
|
|||
|
|
|
(iii)
|
except
as otherwise expressly set forth in this Agreement or the Confidentiality
Agreements referred to in Section 7, all of the rights, privileges
and
obligations of the parties set forth in this Agreement shall expire
and
not survive the termination of this Agreement under subsection
5(a).
|
|
|
|||
|
6.
|
Representations
and Warranties of the Parties.
Each Party to this Agreement hereby severally (and not jointly) represents
and warrants, as of the Effective Date, that the execution, delivery
and
performance of this Agreement by such Party, and the consummation
by such
Party of the transactions contemplated hereby, are within its individual,
corporate and company powers, as the case may be, and have been duly
authorized by all of its necessary corporate and company action,
and the
Person executing and delivering this Agreement on such Party’s behalf of
it is duly authorized to do so.
|
||
|
|
|||
|
7.
|
Confidentiality
Agreements.
On or before the Effective Date, the Company and Xxxxxx Energy shall
have
entered into a Confidentiality Agreement in substantially the form
attached hereto as
|
||
|
|
|||
|
|
Exhibit
A.
|
||
|
|
|||
|
8.
|
Allowance
of Substantial Contribution Claim for Xxxxxx
Energy.
Each
of the Companies agrees to prosecute and support, as part of the
Approval
Order, the allowance of an administrative claim of up to $250,000
to
Xxxxxx Energy for having made a substantial contribution to the Chapter
11
Cases.
|
||
|
|
|||
|
9.
|
Notices.
All notices, requests, demands and other communications required
or
permitted hereunder shall be in writing and shall be delivered personally,
by hand, by messenger or courier, or by overnight delivery, or shall
be
sent by electronic means, by facsimile transmission or electronic
mail,
addressed to a Party at the address of such Party specified on the
signature pages to this Agreement
(or at such other address as may be specified by a Party by written
notice
given to all other Parties).
|
||
12
|
10.
|
Amendment;
Waiver; Jurisdiction of the Bankruptcy Court.
|
|
|
|
||
|
|
(a)
|
Amendment
or Waiver by the Parties.
Except as otherwise expressly provided in this Agreement, no term
or
provision of this Agreement may be amended, modified, waived, discharged
or terminated orally, but only by an instrument in writing signed
by the
Party against which the enforcement of the amendment, modification,
waiver, discharge or termination is sought. No failure or delay by
any
Party in exercising any right hereunder shall operate as a waiver
or
relinquishment of the future performance thereof nor shall any single
or
partial exercise thereof preclude any other or further exercise thereof
or
the exercise of any other right.
|
|
|
||
|
|
(b)
|
Jurisdiction
of the Bankruptcy Court.
Notwithstanding any provision of this Agreement to the contrary,
the
Parties agree and acknowledge that the respective obligations of
the
Companies under this Agreement are subject to the approval and continuing
jurisdiction of the Bankruptcy Court in the Chapter 11 Cases, and
that the
provisions of this Agreement may be amended, modified, waived, discharged
or terminated only by order of the Bankruptcy Court.
|
|
|
||
|
11.
|
Successors
and Assigns; Assignability.
This Agreement will be binding upon and inures to the benefit of
and is
enforceable by the respective successors and permitted assigns of
the
Corporate Parties. This Agreement may not be assigned by any Director
Party. Each nominee to be elected as a Director by the Board of Directors
pursuant to subsections 2(f)(ii), 2(f)(iii) and 2(f)(v)shall, as
a
condition of becoming a Director, execute and deliver a written instrument
under which such nominee agrees to be bound by the terms and conditions
of
this Agreement, whereupon such newly elected Director shall become
a
Director Party to this Agreement. Upon the retirement, resignation,
disqualification, removal or death of any Director who has been a
Director
Party, such Director shall be discharged as a Director Party under
this
Agreement. Any This Agreement may not be assigned by any Corporate
Party
hereto without the prior written consent of all other parties
hereto.
|
|
|
|
||
|
|
Any
assignment or attempted assignment in contravention of this Section
will
be void ab
initio and
will not relieve the assigning Party of any obligation under this
Agreement.
|
|
|
|
||
|
12.
|
Governing
Law; Jurisdiction and Venue.
This Agreement shall be construed in accordance with and governed
by the
laws of the State Of New York, excluding, to the greatest extent
a New
York court would permit, any rule of law that would cause the application
of the laws of any jurisdiction other than the State Of New York,
except
that all of the provisions of Section 2 (with the exception of subsections
2(j) and 2(l)) and all of the provisions of Section 3 that relate
to
convening any meeting of stockholders shall be construed in accordance
with and governed by the General Corporation Law of the State of
Delaware.
The Parties agree that any and all proceedings regarding the meaning
and
scope of this Agreement, proceedings to enforce this Agreement or
any part
thereof, and all other matters arising under or in any way relating
to the
subject matter dealt with in this Agreement shall be initiated, conducted
and resolved exclusively in the Bankruptcy Court, and each of the
Parties
irrevocably consents to the exclusive jurisdiction of, and venue
in, the
Bankruptcy Court for such purposes.
|
|
|
|
||
|
13.
|
Counterparts.
This Agreement may be executed in one or more counterparts (including
via
facsimile), each of which shall be deemed an original but all of
which
together will constitute one and the same instrument.
|
|
|
|
||
13
|
14.
|
Headings.
The section and paragraph headings contained in this Agreement are
for
reference purposes only and shall not affect in any way the meaning
or
interpretation of this Agreement.
|
|
|
|
||
|
15.
|
Third
Party Beneficiaries.
Each Party agrees and acknowledges that each Retiring Director is
a third
party beneficiary of each provision of this Agreement that makes
reference
to the Retiring Directors.
|
|
|
|
||
|
16.
|
Nature
of Obligations.
The duties, obligations and liabilities of each of the Parties are
intended to be several and not joint, and no Party shall be jointly
or
severally liable for the acts, omissions or obligations of another
Party.
Nothing herein contained shall be construed to create an association,
joint venture or partnership, or impose a partnership duty, obligation
or
liability on or with regard to any of the Parties. No Party shall
have the
right or authority to bind another party without its express written
consent, except as may be expressly provided in this Agreement or
other
agreements contemplated hereby.
|
|
|
|
||
|
17.
|
Severability.
If any portion or provision of this Agreement is to any extent declared
unenforceable by a court of competent jurisdiction, then the Parties
agree
that the Bankruptcy Court shall reform the provision to the minimum
extent
necessary to make it enforceable and each portion and provision of
this
Agreement shall be valid and enforceable to the fullest extent permitted
by law.
|
|
|
|
||
|
18.
|
Entire
Agreement.
|
|
|
|
||
|
|
(a)
|
This
Agreement and the documents referred to herein and therein embodies
the
entire agreement between the Parties and their respective Affiliates
relating to the transactions contemplated by this Agreement and the
documents referred to herein and therein and supersede all previous
agreements between the Parties and their respective Affiliates relating
to
such transactions.
|
|
|
||
|
|
(b)
|
Each
of the Parties acknowledges on its own behalf and on behalf of each
of its
Affiliates that, in agreeing to enter into this Agreement, it has
not
relied on any representation, warranty, collateral contract or other
assurance (except those set out in this Agreement) and waives all
rights
and remedies which, but for this section 18, might otherwise be available
to it in respect of any such representation, warranty, collateral
contract
or other assurance, provided that nothing in this section 18 shall
limit
or exclude any liability for fraud.
|
|
|
||
|
19.
|
Interpretation.
The Parties acknowledge that this Agreement shall not be construed
for or
against any Party on the ground of sole authorship.
|
|
|
|
||
IN
WITNESS WHEREOF,
each
Party has executed this Agreement as of the Effective Date.
|
COMPANY:
|
|
U.S.
ENERGY SYSTEMS, INC.
|
|
|
||
|
Address
for Notices:
|
|
|
|
00
Xxxxx Xxxx, 0xx
Xxxxx
|
|
By:
______________________________________
|
|
Xxxx,
Xxxxxxxxxxx 00000
|
|
Name:
|
|
Att’n:
Xxxxxxx X. Xxxxxxxxx, Secretary
|
|
Title:
|
|
Fax:
(000) 000-0000
|
|
|
14
|
|
Execution
Version
|
|
|
|
||
|
USE
OVERSEAS:
|
|
US
ENERGY OVERSEAS INVESTMENTS LLC
|
|
Address
for Notices:
|
|
|
|
00
Xxxxx Xxxx, 0xx
Xxxxx
|
|
By: ____________________________________
|
|
Xxxx,
Xxxxxxxxxxx 00000
|
|
Name:
|
|
Att’n:
Xxxxxxx X. Xxxxxxxxx
|
|
Title:
|
|
Fax:
(000) 000-0000
|
|
|
|
GBGH:
|
|
GBGH,
LLC
|
|
Address
for Notices:
|
|
|
|
00
Xxxxx Xxxx, 0xx
Xxxxx
|
|
By: ____________________________________
|
|
Xxxx,
Xxxxxxxxxxx 00000
|
|
Name:
|
|
Att’n:
Xxxxxxx X. Xxxxxxxxx
|
|
Title:
|
|
Fax:
(000) 000-0000
|
|
|
|
XXXXXX
ENERGY:
|
|
XXXXXX
ENERGY LLC
|
|
Address
for Notices:
|
|
|
|
0000
Xxxxxxxx, 00xx
Xxxxx
|
|
By: ____________________________________
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Name:
|
|
Att’n:
Xxxxxx Xxxxxxxxxx
|
|
Title:
|
|
Fax:
(000) 000-0000
|
|
|
|
XXXXXXX
X. XXXXXXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
00
Xxxxx Xxxx, 0xx
Xxxxx
|
|
____________________________________
|
|
Xxxx,
Xxxxxxxxxxx 00000
|
|
Xxxxxxx
X. Xxxxxxxxx
|
|
Fax:
(000) 000-0000
|
|
|
|
XXXXXX
X. XXXXXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
Xxxxxxx
Generating Xxxxxxx
|
|
|
|
Xxxx
Xxxxxxx
|
|
|
|
Xxxxxx,
Xxxxx Xxxxxxxxx XX00 0XX
|
|
____________________________________
|
|
England
|
|
Xxxxxx
X. Xxxxxxxx
|
|
Fax:
(+44)(0) 0000-000-000
|
|
|
|
XXXXX
XXXX
|
|
|
|
Address
for Notices:
|
|
|
|
000
Xxxxx Xxxx Xxxx
|
|
____________________________________
|
|
Xxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
|
|
Xxxxx
Xxxx
|
|
Fax:
[(000) 000-0000]
|
|
|
15
|
XXXXXXX
X. XXXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
Pond
View Corporate Center
|
|
|
|
00
Xxxxxxxxx Xxxx Xxxx, 0xx Xxxxx
|
|
____________________________________
|
|
Xxxxxxxxxx,
Xxxxxxxxxxx 00000
|
|
Xxxxxxx
X. Xxxxxx
|
|
Fax:
(000) 000-0000
|
|
|
|
|
||
|
XXXXXXX
X. XXXXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
00
Xxxxxxxx Xxxxx
|
|
|
|
____________________________________
|
||
|
Xxxxxxxx,
Xxxxxxxxxxx 00000
|
|
Xxxxxxx
X. Xxxxxxx
|
|
Fax:
(000) 000-0000
|
|
|
|
|
||
|
XXXXX
XXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
JORDACHE
ENTERPRISES
|
|
|
|
0000
Xxxxxxxx, 00xx
Xxxxx
|
|
____________________________________
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Xxxxx
Xxxxx
|
|
Fax:
(000) 000-0000
|
|
|
|
|
||
|
XXXXXX
XXXXXXXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
Law
Offices of Xxxxxx Xxxxxxxxxx
|
|
|
|
0000
Xxxxxxxx, 00xx
Xxxxx
|
|
____________________________________
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Xxxxxx
Xxxxxxxxxx
|
|
Fax:
(000) 000-0000
|
|
|
|
|
||
|
XXXXXXXXX
XXXXXX
|
|
|
|
Address
for Notices:
|
|
|
|
X.
Xxxxxx & Co. LLP
|
|
|
|
000
Xxxx 00xx
Xxxxxx
|
|
____________________________________
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Xxxxxxxxx
Xxxxxx
|
|
Fax:
(000) 000-0000
|
|
|
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